exhibit103.htm


    Exhibit
10.3

    CRACKER
BARREL OLD COUNTRY STORE, INC.

    and

    SUBSIDIARIES

    


    


    FY 2010 Long-Term
Performance Plan

    


    ARTICLE
I

    General

    


    1.1           Establishment of the
Plan.  Pursuant to the Cracker Barrel Old Country Store, Inc.
2002 Omnibus Incentive Compensation Plan (the "Omnibus Plan"), the Compensation
Committee (the "Committee") of the Board of Directors of Cracker Barrel Old
Country Store, Inc. (the “Company”) hereby establishes this FY 2010 Long-Term
Performance Plan (the “LTPP").

    


    1.2           Plan
Purpose.  The purposes of this LTPP are to reward officers of
the Company and its subsidiaries for the Company's financial performance during
fiscal years 2010 and to retain them during the 2010 fiscal year, to attract and
retain the best possible executive talent, to motivate officers to focus
attention on long-term objectives and strategic initiatives, and to further
align their interests with those of the shareholders of the
Company.

    


    1.3           LTPP Subject to Omnibus
Plan.  This LTPP is established pursuant to, and it comprises a
part of the Omnibus Plan.  Accordingly, all of the terms and
conditions of the Omnibus Plan are incorporated in this LTPP by reference as if
included verbatim.  In case of a conflict between the terms and
conditions of the LTPP and the Omnibus Plan, the terms and conditions of the
Omnibus Plan shall supersede and control the issue.

    


    ARTICLE
II

    Definitions

    


    2.1           Omnibus Plan
Definitions.  Capitalized terms used in this LTPP without
definition have the meanings ascribed to them in the Omnibus Plan, unless
otherwise expressly provided.

    


    2.2           Other
Definitions.  In addition to those terms defined in the Omnibus
Plan and elsewhere in this LTPP, whenever used in this LTPP, the following terms
have the meanings set forth below:

    


    (a)           “2010
Operating Income” means, operating income during the 2010 fiscal year, excluding
extraordinary gains or losses and the effects of any sale of assets (other than
in the ordinary course of business), the effects of any refinancing of the
Company’s long-term indebtedness, the effects of changes in accounting
principles.

     

    (b)           “Cause,”
in addition to those reasons specified in the Omnibus Plan, also includes
unsatisfactory performance or staff reorganizations.

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    (c)           “Distribution
Date" means the first business day of the Company's 2013 fiscal
year.

    


    (d)           "Eligible
Award" means an Award of either cash or shares of Common Stock (“Performance
Shares”) as provided in this LTPP established for each Participant within the
first 90 days of the Performance Period.

     

    (e)           “Performance
Award” means that number Performance Shares or that amount of cash to be awarded
to a Participant after the Committee determines that the Performance Goal has
been achieved and exercised its discretion n determining whether to pay the
Eligible Award or some other number or amount, as the case may be.

     

    (f)           “Performance
Goal means achievement of 2010 Operating Income during the Performance Period in
an amount equal to or greater than an amount established by the Committee within
the first 90 days of the Performance Period.

     

    (g)           “Performance
Period” means the Company’s 2010 fiscal year.

     

    (h)           “Retirement”
(or the correlative “Retire” or “Retires”) means the voluntary termination of
employment by a Participant in good standing under this LTPP at a time when the
Participant meets the definition of Retirement Eligible.

     

    (i)           “Retirement
Eligible” means the Participant's age and years of service with the Company, its
predecessors or subsidiaries, is equal to or greater than 65.

    


    ARTICLE
III

    Eligibility
and Participation; Awards

    


    3.1           Plan
Eligibility.  The Participants in the LTPP shall be those
persons designated by the Committee during the first 90 days of the Performance
Period or new hires or those persons who may be promoted and are designated as
Participants by the Committee at the time of hiring or promotion.  No
new Participants are eligible after the second fiscal quarter of the Company’s
2010 fiscal year.

    


    3.2           Award
Eligibility.  If the Performance Goal is achieved, each
Participant shall be eligible to receive his or her Eligible
Award.  Each Performance Award, however, shall, subject to Section
3.4, be determined by the Committee based upon such measures, if any, that the
Committee in its discretion shall employ.

    


    3.3           Calculation and Payment of
Awards.  After the close of the Performance Period, the
Committee shall certify in writing the achievement of the Performance Goal and
the number or amount, as the case may be, of any Performance Award that will
become payable or distributable, as the case may be, to each
Participant.  No Performance Award shall be paid to any Covered
Employee if the Performance Goal is not achieved.  .Any Performance
Award awarded by the Committee shall be paid or distributed, as the case may be,
on the Distribution Date.  The Performance Shares 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    comprising
each LTPP Award shall thereafter be distributed, subject to forfeiture or lapse
as provided in this LTPP, to each Participant promptly following the
Distribution Date.

    


    3.4           Committee Discretion; Limit
on Awards.  The Committee shall have the discretion to
establish the amount of any Performance Award payable to any Participant, except
that the Performance Award of any Covered Employee shall not exceed either his
or her Eligible Award or any limits prescribed by the Omnibus Plan including,
without limitation, the Section 162(m) Cash Maximum.

     

    3.5           Restrictions.  Notwithstanding
that the Performance Shares comprising any LTPP Award hereunder may be earned at
the end of the Performance Period, those Performance Shares shall not vest or
otherwise become distributable to a Participant, nor, except as expressly
provided herein, shall a Participant have any of the rights of a shareholder of
the Company with respect to the Performance Shares, until the Distribution
Date.

     

    3.6           Dividends.   Dividends
payable on Common Stock after the Performance Period but before the Distribution
Date shall accrue on Performance Shares earned pursuant to this LTPP and they
shall be payable, without interest, to Participants along with the Performance
Shares following the Distribution Date.  Except as set forth in the
preceding sentence, Participants shall have no rights as shareholders with
respect to any Performance Shares until after the Distribution
Date.

    
ARTICLE
IV

    Termination
of Employment

    


    4.1           Termination of Employment
Other Than For Cause.

    


    
      	
               
      

            	
              (a)

            	
              If,
      prior to the end of the Performance Period, a Participant’s employment is
      terminated due to death or disability, any Eligible Award shall be reduced
      to reflect only employment prior to that termination.  The
      reduced Eligible Award shall be based upon the number of calendar months
      of employment from the beginning of the Performance Period until the date
      of such termination.  In the case of a Participant’s disability,
      the employment termination shall be deemed to have occurred on the date
      the Committee determines that the disability has occurred, pursuant to the
      Company’s then-effective group long-term disability insurance benefit for
      officers. .

            


    

    


    
      	
               
      

            	
              (b)

            	
              If,
      after the end of the Performance Period but prior to the Distribution
      Date, a Participant Retires or a Participant’s employment is terminated
      due to death or disability, any LTPP Award earned as of the end of the
      Performance Period shall be payable at the time specified in Section
      3.3.

            


    

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    4.2           Termination of Employment
For Cause or Voluntary Resignation.  If, prior to the
Distribution Date, a Participant’s employment is terminated for Cause (of which
the Committee shall be the sole judge), or the Participant voluntarily resigns
(other than through Retirement (as provided in Section 4.1(b)) or disability),
all of the Participant’s rights hereunder shall be forfeited.

    


    


    ARTICLE
V

    Change
in Control

    


    5.1           Effect of Change in
Control.  In the event of a Change in Control prior to the
Distribution Date, (i), the Performance Goal shall be deemed to have been met if
the Company’s 2010 Operating Income through the end of the fiscal month
preceding the Change in Control equals or exceeds 50% of the Company’s operating
income for the comparable period in the 2009 fiscal year, and (ii) all
Performance Awards established by the Committee shall be immediately payable in
cash to Participants upon the date of the Change of Control.

     

    -4-